Leading Proxy Advisory Firms Support Blackwells' Case for Board Change at Global Net Lease, Inc. and The Necessity Retail REIT, Inc.
Blackwells Capital LLC (together with its affiliates, "Blackwells" or "we") today announced that Glass, Lewis & Co LLC ("Glass Lewis"), a leading independent proxy advisory firm, has endorsed its case for boardroom change at Global Net Lease, Inc. (NYSE: GNL) ("GNL" or "the Company") and The Necessity Retail REIT, Inc. (NYSE: RTL) ("RTL" or "the Company").
In supporting Blackwells' case for change, Glass Lewis has recommended that stockholders vote on the WHITE universal proxy card to elect both of its highly qualified and independent candidates ? Jim Lozier and Richard O'Toole ? to GNL and RTL's Board of Directors (the "Boards").
Glass Lewis' recommendation follows Institutional Shareholder Services, Inc. ("ISS") recommendation to withhold support from GNL and RTL's incumbent director candidates. In its report, ISS highlighted that the unilateral bylaw amendment contrived by the directors of GNL and RTL to disenfranchise shareholders and deny them the opportunity to vote for Blackwells' nominees was contrived and nothing more than an entrenchment tactic among highlighting other numerous governance deficiencies.
This years' ISS report follows reports from the last two years where ISS has repeatedly refused to endorse the incumbent nominees at GNL and RTL.
Jason Aintabi, Founder and Chief Investment Officer of Blackwells, commented:
"We believe the time has come to say goodnight to the AR Global complex. With Glass Lewis and ISS now shining spotlights on the severe issues affecting investors at GNL and RTL, Blackwells again calls on Michael Weil and his putative puppet-master Nick Schorch to stop managing all forms of public assets. The years of abysmal results at each publicly listed entity under the millstone of AR Global, juxtaposed against the astronomical fees that AR Global continues to accumulate, is no longer tolerable. We will continue our fight to ensure that shareholders have a vote at this year's annual meetings despite what we believe are continued attempts to hold phony elections."
Blackwells calls on GNL and RTL stockholders to vote on the WHITE universal proxy card to end the value destructive entrenchment of their External Manager, AR Global.
In its report regarding GNL, Glass Lewis notes the following:1
- "[...] we believe there are several reasons shareholders should vote on the Dissident's WHITE proxy card at this time. Central to this view are Glass Lewis' long-standing concerns with the Company's corporate governance policies, classified board structure, external management structure, director commitments and affiliations, disregard of fundamental shareholder rights, and unresponsiveness to the shareholder dissatisfaction which has been expressed repeatedly at the Company's prior annual meetings."
- "[...] we note that Messrs. Nelson and Weil, Jr. both served on the board when the Company adopted a shareholder rights plan without shareholder approval. We believe shareholder rights plans are generally not in the best interest of shareholders, as they can reduce management accountability by substantially limiting opportunities for corporate takeovers or changes in management."
- "Glass Lewis considers [the managing director] bylaw provision to be extremely problematic, not only for this year's director election but also for each election every three years hereafter, assuming the board maintains its classified structure and director configuration."
- "[...] the Company's performance, discount to NAV and valuation are among the worst-in-class relative to peers, and the management fees the Company pays to AR Global are effectively the highest, on a relative basis, compared to peers."
Additionally, in its report regarding RTL, Glass Lewis notes the following:2
- "[...] we believe there are several reasons shareholders should vote on the Dissident's WHITE proxy card at this time. Central to this view are Glass Lewis' long-standing concerns with the Company's corporate governance policies, classified board structure, external management structure, director commitments and affiliations, disregard of fundamental shareholder rights, and unresponsiveness to the shareholder dissatisfaction which has been expressed repeatedly at the Company's prior annual meetings."
- "In particular, we note that the Company's nominees both served on the board when the Company adopted a shareholder rights plan without shareholder approval. We believe shareholder rights plans are generally not in the best interest of shareholders, as they can reduce management accountability by substantially limiting opportunities for corporate takeovers or changes in management."
- "The ?managing director' bylaw provision would seemingly apply to any director candidate nominated by an outside shareholder in the years when directors affiliated with AR Global or the Company are up for election [...] Glass Lewis considers this bylaw provision to be extremely problematic, not only for this year's director election but also for each election every three years hereafter, assuming the board maintains its classified structure and director configuration."
- "In our opinion, [the ?managing director bylaw provision] is an attempt to disenfranchise shareholders and shield insiders from accountability, which only continues the board's track record of disregarding shareholders' interests."
- "[...] the Company's performance, discount to NAV and valuation are among the worst-in-class relative to peers, and the management fees the Company pays to AR Global are effectively the highest, on a relative basis, compared to peers."
IMPORTANT ADDITIONAL INFORMATION
Blackwells Onshore I LLC ("Blackwells Onshore"), Blackwells Capital LLC ("Blackwells Capital"), Jason Aintabi (collectively, Mr. Aintabi, Blackwells Onshore and Blackwells Capital, "Blackwells"), Related Fund Management, LLC ("RFM"), Richard O'Toole and James L. Lozier (collectively, Blackwells, RFM and Messrs. O'Toole and Lozier, the "Participants") are participants in the solicitation of proxies from the stockholders of RTL in connection with the 2023 annual meeting of stockholders (including any other meeting of shareholders held in lieu thereof and adjournments, postponements, reschedulings or continuations thereof, the "Annual Meeting"). The Participants have filed with the SEC a definitive proxy statement (the "Proxy Statement") and accompanying WHITE Universal Proxy Card to be used in connection with any such solicitation of proxies from RTL's stockholders for the Annual Meeting. BLACKWELLS STRONGLY ADVISES ALL STOCKHOLDERS OF RTL TO READ THE PROXY STATEMENT, THE ACCOMPANYING WHITE UNIVERSAL PROXY CARD AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Proxy Statement and an accompanying WHITE Universal Proxy Card are being furnished to some or all of RTL's stockholders and are available, along with any amendments or supplements to the Proxy Statement and other relevant documents, at no charge on the SEC's website at http://www.sec.gov/. In addition, the Participants will provide copies of the Proxy Statement without charge upon request. Requests for copies should be directed to Blackwells Onshore.
1 Permission to quote Glass Lewis was neither sought nor obtained. Emphases added.
2 Permission to quote Glass Lewis was neither sought nor obtained. Emphases added.
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